UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2019
Vivint Solar, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-36642 |
45-5605880 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1800 West Ashton Blvd. |
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84043 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (877) 404-4129
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
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VSLR |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
On December 18, 2019 (the “Closing Date”), Vivint Solar ABL, LLC (the “Borrower”), a wholly owned indirect subsidiary of Vivint Solar, Inc. (the “Company”), entered into a loan and security agreement (the “Loan Agreement”) with certain financial institutions for which Bank of America, N.A. (the “Agent”) is acting as administrative agent and collateral agent, under which the Borrower may incur up to an aggregate principal amount of $200 million in revolver borrowings (the “Asset Financing Facility”). The Loan Agreement provides that loans under the Asset Financing Facility are intended to be used to finance the purchase of certain inventory and residential solar energy systems, to repay the Existing Credit Facility (as defined below) and for other general corporate purposes. The Asset Financing Facility matures on June 18, 2023.
Borrowings under the Asset Financing Facility may be designated as Base Rate Loans or LIBOR Loans, subject to certain terms and conditions under the Loan Agreement. Base Rate Loans accrue interest at a rate per year equal to 2.25% plus the highest of (i) the federal funds rate plus 0.5%, (ii) Bank of America, N.A.’s published “prime rate,” and (iii) LIBOR rate plus 1.0%, subject to a 0.00% floor. LIBOR Loans accrue interest at a rate per annum equal to 3.25% plus the fluctuating rate of interest equal to the London Interbank Offered Rate or a comparable or successor rate which rate is approved by the Agent, subject to a 0.00% floor.
The Borrower’s obligations under the Loan Agreement are guaranteed by each of the Company and Vivint Solar Holdings, Inc. As collateral for the Borrower’s obligations under the Loan Agreement, the Borrower and certain of the Company’s wholly owned subsidiaries have pledged the equity interests in their respective direct subsidiaries and have granted a security interest in all of their respective assets.
The Loan Agreement includes customary events of default, conditions to borrowing and covenants for a facility of a type similar to the Asset Financing Facility, including negative covenants that restrict the ability to incur liens, incur indebtedness, execute certain change of control transactions, business combinations or other fundamental changes to their business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions, subject to customary exceptions. In addition, the Company is subject to a financial covenant and is required to have (on a consolidated basis with certain of its subsidiaries), unencumbered cash and cash equivalents, subject to certain exceptions, at the end of each fiscal quarter of at least the greater of (i) $30 million and (ii) the amount of unencumbered liquidity to be maintained by the Company in accordance with any loan documents governing its recourse debt facilities.
If an event of default occurs, the lenders under the Loan Agreement will be entitled to take various actions, including the termination of any undrawn commitments and the acceleration of amounts due under the Loan Agreement.
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Item 1.02 |
Termination of a Material Definitive Agreement. |
Concurrently with the execution of the Loan Agreement, the credit agreement, dated as of March 3, 2015, by and among the Company, as borrower, the financial institutions as lenders from time to time party thereto, and Goldman Sachs Lending Partners LLC, as administrative agent and collateral agent (the “Existing Credit Facility”) was terminated. The Existing Credit Facility permitted the Company to incur revolving loans in an amount up to $131 million. Loans under the Existing Credit Facility were permitted to be drawn from time to time and used for the construction and acquisition of solar energy systems, and letters of credit were permitted to be issued for working capital and general corporate purposes. Proceeds from the Asset Financing Facility were used to pay off the outstanding principal, interest and fees under the Existing Credit Facility, in an aggregate amount of approximately $131 million.
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information related to the Loan Agreement described under Item 1.01 above is hereby incorporated by reference under this Item 2.03.
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Item 7.01 |
Regulation FD. |
On December 18, 2019, the Company issued a press release announcing the closing of the Asset Financing Facility. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This information, including the information contained in the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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Press Release issued by Vivint Solar, Inc., dated December 18, 2019. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Vivint Solar, Inc. |
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Date: December 18, 2019 |
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By: |
/s/ Dana Russell |
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Dana Russell |
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Chief Financial Officer and Executive Vice President |
Exhibit 99.1
FOR IMMEDIATE RELEASE
VIVINT SOLAR ENTERS INTO NEW CREDIT FACILITY
LEHI, Utah, December 18, 2019 — Vivint Solar (NYSE: VSLR) today announced it closed a $200 million revolving asset-based loan facility (“Asset Financing Facility”). The facility will help fund the company’s continued growth in 2020 and beyond by allowing Vivint Solar to finance the purchase of safe harbor equipment and receive attractive advance rates on projects throughout the development life cycle. Vivint Solar intends that the equipment purchased in 2019 and funded in part through this Asset Financing Facility will allow solar energy systems to qualify for a 30% Federal investment tax credit (ITC) by satisfying the 5% safe harbor method outlined in IRS notice 2018-59. In addition, proceeds from the Asset Financing Facility will be used by the company to refinance its existing working capital credit facility that was set to mature in 2020.
“This transaction represents an evolution of how we finance our working capital needs and replaces our current working capital facility which matures next March. The innovative structure best addresses the working capital needs of our rapidly-growing business while also providing critical funding for the purchase of safe harbor equipment at attractive borrowing rates” said Vivint Solar's Chief Commercial Officer and Head of Capital Markets, Thomas Plagemann. "We believe this facility, in addition to the other safe harbor strategies announced previously, will enable the company to preserve the 30% ITC well into 2021."
The lenders include affiliates of Bank of America Securities (NYSE:BAC) and Credit Suisse (NYSE:CS).
Vivint Solar operates in 22 states and has raised more than $4.9 billion in cash equity, tax equity, and debt since its inception in 2011.
Note on Forward-looking Statements:
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, including statements regarding Vivint Solar’s expectations in connection with its Asset Financing Facility and the tax qualification of its solar energy systems. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Forward-looking statements should not be read as a guarantee of future performance or results, and they will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. These statements are based on current expectations and assumptions regarding future events and business performance as of the date of this press release, and they are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in these statements will be achieved or will
occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements. Except as required by law, Vivint Solar does not undertake and expressly disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. You should read the documents Vivint Solar has filed with the Securities and Exchange Commission, or SEC for more complete information about the company. These documents are available on both the EDGAR section of the SEC’s website at www.sec.gov and the Investor Relations section of the company’s website at investors.vivintsolar.com/.
About Vivint Solar
Vivint Solar is a leading full-service residential solar provider in the United States. With the help of Vivint Solar, homeowners can power their homes with clean, renewable energy, typically achieving significant financial savings over time. Vivint Solar designs and installs solar energy systems for homeowners and offers monitoring and maintenance services. In addition to being able to purchase a solar energy system outright, homeowners may benefit from Vivint Solar's affordable, flexible financing options, including power purchase agreements, or lease agreements, where available. Vivint Solar also offers solar plus storage systems with LG Chem home batteries and electric vehicle chargers with ChargePoint Home. For more information, visit www.vivintsolar.com or follow @VivintSolar on Twitter.
Media Contact:
Heather Hurst
385-202-6577
pr@vivintsolar.com
www.vivintsolar.com